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The Side Bar – Volume XIV, Issue 14

The Side Bar – Volume XIV, Issue 14

February, 2015

 

From Lenny’s Corner

Franklin D. Roosevelt said “We cannot always build the future for our youth, but we can build our youth for the future.” Recently, I had the pleasure of spending some time supporting an inspiring nonprofit organization that benefits children – All Children’s Hospital. Although All Children’s Hospital has always been close to my heart, after having the honor of joining their Foundation Board and Institutional Grants Committee, I have grown even more impressed by their mission and progress. The 84th All Children’s Hospital Charity Ball raised funds to support a program that will improve pediatric palliative care for children with life-limiting and life-threatening illnesses and I was fortunate enough to be a part of such a worthy cause. It’s been a long time since I’ve been a “youth” or remembered much about being one, but my involvement with All Children’s Hospital has made clear that one of life’s greatest investments for the future is in our youth.

 

Professionalism in Law

By Lenny Englander

This past Friday, I attended a seminar on Professionalism presented by the St. Petersburg Bar Association and hosted by Stetson Law School. It was conducted in Memory of Michael J. Keane and Martin E. Rice, both of whom attended Stetson behind and one year ahead of me. Both lawyers were strong and worthy adversaries who represented their clients’ interests to the fullest, yet were consummate professionals.

Marty reminded me of a southern gentlemen and Michael of a Boston street fighter. They both acted and looked their parts in and out of the court room, and they both had a deep and abiding respect for the legal system, the judiciary and other lawyers. They always fought with Courageous Professionalism.

Thanks to the efforts of Camille Urillo and Tom Masterson, also Courageous Professional lawyers in their respective fields, there was stellar attendance by the Bar and Judiciary. As many of the Judges observed however, the seminar preached to the choir. If the lure of rubbing elbows with and learning from members of the Bar and Judiciary’s best of the best doesn’t lure young lawyers, what will?

Judge Campbell dramatically brought the seminar to a close by requiring all lawyers to stand, raise their right hand and recite the Oath of Attorney of the Florida Bar. It was terrific: “…To opposing parties and their counsel, I pledge … civility, not only in Court, but also in written and oral communications; I will abstain from all offensive personality …” If only the rest of the Bar who did not attend, but should have, would stand and reaffirm those simple words as well.


How Can a Shareholder of a Corporation Keep Things in Check?

By John Waechter

Most people assume that if you’re a minority shareholder, you have to sit back and take it if an officer or director is not acting in the best interest of the corporation, but that is not always the case. A shareholder can file what is known as a derivative lawsuit on behalf of a corporation, as long as the shareholder complies with the statutory prerequisites. Derivative lawsuits can be brought against a corporation’s officers or directors, or against a third party.

What Must the Shareholder Do Before Filing Suit?

Before a shareholder can file a derivative lawsuit on behalf of the corporation, the shareholder must make a demand on the corporation, through its board of directors, to file the lawsuit. If the board refuses to act or takes no action in response to the demand, the shareholder may proceed with the litigation. Some states require that the shareholder own a minimum number of shares or own shares for a minimum length of time before the shareholder is eligible to pursue a derivative lawsuit. Those states with laws that make filing a derivative suit very difficult have become popular jurisdictions for corporations to incorporate.

Does the Shareholder Recover Damages if the Derivative Suit is Successful?

If a derivative suit is successful, the proceeds go to the corporation and not the shareholder. However, if the shareholder that initiated the derivative action received any relief, whether by judgment, compromise, or settlement, the court may award reasonable attorney’s fees to that shareholder.

Due to the complexities involved in filing a derivative lawsuit, it is important that you consult with an attorney before proceeding. Should you have any questions about derivative suits, please call Englander Fischer at (727) 898-7210 to see how one of our attorneys can assist you

 


What’s New At Englander Fischer?

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Englander Fischer was in attendance at the 84th All Children’s Hospital Charity Ball 2014. The theme was “Ooh La La”. It was held on Saturday, January 24, 2015 at The Coliseum in St. Petersburg. “The proceeds from  the Charity Ball will help fund the Guild’s $900,000 pledge to the Pediatric Palliative Care program, which helps provide a coordinated, comprehensive, and compassionate approach to caring for children with life-limiting or potentially life-threatening illnesses and injuries.”
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